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Pursuant to Rule 424(b)(3)
Prospectus Supplement
To Prospectus dated March 19, 1998
(File No. 333-44019)
KELLSTROM INDUSTRIES, INC.
$54,000,000 Principal Amount of 5 3/4% Convertible
Subordinated Notes due 2002
2,996,811 Shares of Common Stock
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This document supplements the Prospectus dated March 19, 1998 (File
No. 333-44019) (the "Prospectus") filed by Kellstrom Industries, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission relating to (i) $54,000,000 aggregate principal amount of 5 3/4%
Convertible Subordinated Notes due 2002 (the "Notes") of the Company, (ii)
1,963,636 shares of common stock, par value $.001 per share (the "Common
Stock"), of the Company which are initially issuable upon conversion of the
Notes plus such additional indeterminate number of shares of Common Stock as
may become issuable upon conversion of the Notes as a result of adjustments to
the conversion price (the "Note Shares"), (iii) 758,785 shares of Common Stock
which are initially issuable upon the exercise of warrants, including warrants
held by certain affiliates of the Company (the "Warrants"), having exercise
prices ranging from $5.00 to $22.00, previously issued by the Company and
expiring between April 15, 2000 and January 15, 2004, plus such additional
indeterminate number of shares of Common Stock as may become issuable upon
exercise of the Warrants as a result of anti-dilution provisions (collectively
the "Warrant Shares") and (iv) 274,390 additional shares of Common Stock owned
by a certain stockholder (the "Additional Shares", and together with the Note
Shares and the Warrant Shares, the "Shares"). The Notes and the Shares are
being offered for the account of the holders thereof (the "Selling
Securityholders"). The Notes were initially acquired from the Company by BT
Alex. Brown Incorporated in October and November 1997 in connection with a
private offering. This Prospectus Supplement is incorporated by reference into
the Prospectus, and all terms used herein shall have the meaning assigned to
them in the Prospectus. On February 24, 1999, the last sale price of the Common
Stock of the Company on the Nasdaq National Market was $17.00 per share. The
Common Stock of the Company is traded under the symbol "KELL."
Selling Securityholder: Emerging Growth Mgmt. Co.
One Embarcadero Ctr., Suite 2410
San Francisco, CA 94111
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Securities Being Sold: $300,000 aggregate principal amount
of 5 3/4% Convertible Subordinated Notes
due 2002
As of February 9, 1999, and prior to giving effect to the sale of the
Notes being offered by the Selling Securityholder hereby, the Selling
Securityholder beneficially owned $1,450,000 aggregate principal amount of
Notes (representing 2.7% of the Notes outstanding as of such date). As of such
date, the Selling Securityholder beneficially owned 131,450 shares of Common
Stock of the Company, in addition to the 52,727 shares of Common Stock into
which the Notes beneficially owned by the Selling Securityholder are
convertible (representing, in the aggregate, 1.6% of the shares of Common Stock
outstanding as of such date).
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SEE "RISK FACTORS" BEGINNING ON PAGE 8 OF THE PROSPECTUS FOR A DESCRIPTION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION
NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is February 25, 1999.
